LCNB CORP Appoints Director; Enters Change-in-Control Agreements
$LCNB · LCNB CORPResearch Summary
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LCNB CORP Appoints Director; Enters Change-in-Control Agreements
What Happened
LCNB CORP announced on August 18, 2026 that Susan B. Zaunbrecher was appointed to the boards of LCNB Corp. and its subsidiary LCNB National Bank as a Class I director, with an initial term through the 2027 Annual Meeting. On the same date the company and the bank executed Change in Control (CIC) Agreements with the company’s five 2026 named executive officers: Eric J. Meilstrup (CEO), Robert C. Haines II (President), Andrew Wallace (EVP & CFO), Michael R. Miller (EVP & Trust Officer), and Bradley A. Ruppert (EVP & CIO).
Key Details
- Director appointment: Susan B. Zaunbrecher, Class I director, initial term ending at the 2027 Annual Meeting; non-employee director compensation will match other non-employee directors; committee assignments TBD.
- CIC Agreement term: each agreement has a two-year term, extendable by mutual agreement.
- Severance payments: upon a qualifying change-in-control termination, lump-sum Change in Control Payments payable within 30 days: Meilstrup and Haines — 250% of Base Compensation; Wallace, Miller, and Ruppert — 150% of Base Compensation. Payments are subject to tax withholding.
- Benefits: the company will pay the full cost of each named executive’s COBRA coverage through the defined COBRA Premium Period if the executive timely elects continuation coverage.
Why It Matters
For investors, the filing signals two governance moves: a board addition and formalized protections for top executives in a change-of-control scenario. The CIC Agreements create contingent severance obligations that could require substantial lump-sum cash payments (up to 250% of an executive’s base pay) and COBRA premium payments if a qualifying change in control and termination occur. These are not immediate cash outflows but are material terms to be aware of when evaluating potential liabilities tied to an acquisition or control event. The director appointment itself does not change operations; any committee roles or strategic impacts were not disclosed.